Common use of Reimbursement of Other Tax Benefits Clause in Contracts

Reimbursement of Other Tax Benefits. Energizer shall reimburse Xxxxxxx ----------------------------------- to the extent of Domestic Tax benefits derived by any member of the Energizer Group, for payments made by Xxxxxxx to third parties on or after the Distribution Date, which result in a tax deduction to Energizer or an Energizer Domestic Subsidiary ("Xxxxxxx Payments"), provided such Xxxxxxx Payments (a) are not claimed as a deduction by Xxxxxxx for Domestic Tax purposes, (b) are deductible on a Domestic Tax Return of the Energizer Group, and (c) result in a reduction of Domestic Taxes of Energizer, the Energizer Group, or any Energizer Domestic Subsidiary. The amount of the payment required hereunder for any taxable period of Energizer shall be equal to the actual diminution of any Domestic Taxes by reason of any Xxxxxxx Payments. Provided, however, if for any taxable period, (X) Energizer or Xxxxxxx files an amended Domestic Tax Return (or files a carryback or carryforward claim relating to a net operating loss), or (Y) the IRS adjusts any item on any Energizer or Xxxxxxx Domestic Tax Return, the amount of the payment required under this paragraph shall be recomputed (either at the time of the filing of the amended return, or carryover or carryback claim, or at the time of the final determination of the IRS adjustment) to reflect such amended return, claim, or IRS adjustment, and, at such time, either (I) Xxxxxxx shall repay any overpayment by Energizer under this paragraph of this Article II.1(b)(ix) to Energizer, or (II) Energizer shall pay any underpayment under this paragraph of this Article II.1(b)(ix)

Reimbursement of Other Tax Benefits. Energizer shall reimburse Xxxxxxx ----------------------------------- to the extent of Domestic Foreign Tax benefits derived by any member of the Energizer Group, for payments made by Xxxxxxx to third parties on or after the Distribution Date, which result in a tax Tax deduction to Energizer or an Energizer Domestic Subsidiary Foreign Affiliate ("Xxxxxxx Payments"), provided such Xxxxxxx Payments (a) are not claimed as a deduction by Xxxxxxx for Domestic Foreign Tax purposes, (b) are deductible on a Domestic Foreign Tax Return of the Energizer Group, and (c) result in a reduction of Domestic Foreign Taxes of Energizer, the Energizer Group, or any Energizer Domestic SubsidiaryForeign Affiliate. The amount of the payment required hereunder for any taxable period of Energizer shall be equal to the actual diminution of any Domestic Foreign Taxes by reason of any Xxxxxxx Payments. Provided, however, if for any taxable period, (X) Energizer or Xxxxxxx files an amended Domestic Foreign Tax Return (or files a carryback or carryforward claim relating to a net operating loss), or (Y) the IRS Foreign Tax authority adjusts any item on any Energizer or Xxxxxxx Domestic Foreign Tax Return, the amount of the payment required under this paragraph shall be recomputed (either at the time of the filing of the amended return, or carryover or carryback claim, or at the time of the final determination of the IRS adjustment) to reflect such amended return, claim, or IRS adjustment, and, at such time, either (I) Xxxxxxx shall repay any overpayment by Energizer under this paragraph of this Article II.1(b)(ix) to Energizer, or (II) Energizer shall pay any underpayment under this paragraph of this Article II.1(b)(ix)to Xxxxxxx.

Reimbursement of Other Tax Benefits. Energizer shall reimburse ------ --------------------------------------- Xxxxxxx ----------------------------------- to the extent of Domestic Tax benefits derived by any member of the ----- Energizer Group, for payments made by Xxxxxxx to third parties on or after the Distribution Date, ---- which result in a tax deduction to Energizer or an Energizer Domestic Subsidiary ("Xxxxxxx Payments"), provided such Xxxxxxx Payments (a) are not claimed as a deduction by Xxxxxxx for Domestic Tax purposes, (b) are deductible on a Domestic Tax Return of the Energizer Group, and (c) result in a reduction of Domestic Taxes of Energizer, the Energizer Group, or any Energizer Domestic Subsidiary. The amount of the payment required hereunder for any taxable period of Energizer shall be equal to (i) the actual diminution lesser of any (A) Energizer's applicable Domestic Taxes taxable income for such taxable period, or (B) the amount of the Xxxxxxx Payments with respect to which Energizer is entitled to claim, on a Domestic Tax Return, a deduction during such taxable period (reduced by reason the amount of any income, if any, required to be recognized by Energizer during such taxable period with respect to the Xxxxxxx Payments), multiplied by (ii) the applicable marginal Domestic Tax rate to which income of the Energizer Group is subject in such taxable period. Provided, however, if for any taxable period, (X) Energizer or Xxxxxxx files an amended Domestic Tax Return (or files a carryback or carryforward claim relating to a net operating loss), or (Y) the IRS adjusts any item on any Energizer or Xxxxxxx Domestic Tax Return, the amount of the payment required under this paragraph shall be recomputed (either at the time of the filing of the amended return, or carryover or carryback claim, or at the time of the final determination of the IRS adjustment) to reflect such amended return, claim, or IRS adjustment, and, at such time, either (I) Xxxxxxx shall repay any overpayment by Energizer under this paragraph of this Article II.1(b)(ix) to Energizer, or (II) Energizer shall pay any underpayment under this paragraph to Xxxxxxx. Xxxxxxx will provide, in a timely manner, such information as is reasonably necessary to substantiate the deduction for a Xxxxxxx Payment so as to permit inclusion of this Article II.1(b)(ix)such deduction on the appropriate Domestic Tax Return of Energizer, the Energizer Group, or any Energizer Domestic Subsidiary. At Xxxxxxx'x written request, Energizer (a) shall claim the deduction for (and shall not report income with respect to) a Xxxxxxx Payment on the appropriate federal or state income tax return, and (b) shall contest any claim by a taxing authority relating to the Xxxxxxx Payment, provided Xxxxxxx has agreed to indemnify Energizer in a manner reasonably satisfactory to Energizer for any liability or loss (including (i) interest and penalties on Taxes, and (ii) any reasonable out-of-pocket expenses) incurred by Energizer as a result of taking such return position or pursuing such contest.